Your Director(s) are pleased to present their Forty Fourth (44^th) report, together with the Audited Financial Statements
(Standalone & Consolidated) for the financial year ended on March 31, 2025.

FINANCIAL RESULTS

Your Company's performance during the financial year ended on March 31, 2025, along with previous year's figures is
summarized below:

# Indian Rupees less than 50,000/- has been rounded off to Nil.

* Consequent to conversion of Loan taken by Next Radio Limited (Subsidiary Company/NRL) from HT Media Limited (Holding
company) into Equity, in accordance with regulatory approvals, NRL has ceased to be the subsidiary of the Company w.e.f.
February 7, 2025 and accordingly, the consolidated financial statements (for FY 2024-25) are for the period upto February 7, 2025.

DIVIDEND

Your Director(s) have not recommended any dividend on the
Equity Shares of the Company for the financial year ended on
March 31, 2025.

COMPANY PERFORMANCE AND FUTURE OUTLOOK

Your Company was the holding company of Next Radio
Limited ("NRL") till February 7, 2025. NRL is engaged in the
business of FM Radio broadcasting. It was among the first

private players to venture into private FM broadcasting and
operates a radio network of diverse programming across
international music, contemporary hits and retro sound;
in 7 prominent cities of the country namely Delhi, Mumbai,
Chennai, Kolkata, Bengaluru, Pune and Ahmedabad. NRL
operates under the frequency 94.3 MHz in all the cities, except
Ahmedabad where it operates under 95.0 MHz frequency.

Effective February 7, 2025, the Company no longer controls
NRL as stake of the Company in NRL has reduced from
51.40% to 13.53%.

A detailed analysis and insight into the financial performance
and operations of your Company for the year under review
and NRL (till February 7, 2025) and future outlook, is
appearing under the Management Discussion and Analysis
section, which forms part of this Annual Report.

RISK MANAGEMENT

Your Company has an established risk management
framework to identify, evaluate and mitigate business risks.
The identified risks and appropriateness of management's
response to significant risks are reviewed periodically
by the Audit Committee. A detailed statement indicating
development and implementation of a Risk Management
policy of the Company, including identification of various
elements of risk, is appearing under the Management
Discussion and Analysis Report.

SUBSIDIARY AND ASSOCIATE COMPANY

As on March 31, 2025, your Company does not have any
subsidiary, any associate or joint venture company within the
meaning of Section 2(6) of the Companies Act, 2013 ("the Act").

Consequent to conversion of loan taken by Next Radio
Limited (Subsidiary Company/NRL) from HT Media Limited
(Holding company) into Equity, in accordance with regulatory
approvals, NRL has become a direct subsidiary (rather than
being a step-down subsidiary) of HT Media Limited w.e.f.
February 7, 2025.

In terms of the applicable provisions of Section 136 of the Act,
the Financial Statements of Next Radio Limited (subsidiary
till February 7, 2025) for the financial year ended on March
31, 2025 are available for inspection at Company's website
at https://www.nextmediaworks.com/subsidiaries/2024-25/
NRL-standalone-FS-Mar-25.pdf

The contribution of NRL to the overall performance of your
Company till February 7, 2025 is outlined in note no. 35C of

the Consolidated Financial Statements for the financial year
ended on March 31, 2025.

A report on the performance and financial position of the
Next Radio Limited (Subsidiary till February 7, 2025) in
prescribed Form AOC-1 is annexed to the Consolidated
Financial Statements and hence, not reproduced here. The
Policy for determining Material Subsidiary(ies)', is available
on the Company's website at https://nextmediaworks.com/
Material-Subsidiary-NMW.pdf.

During the year under review, except as stated above, no
other subsidiary, associate or joint venture has been acquired
or ceased/ sold/ liquidated.

DEPOSITORY SYSTEM

The Company's equity shares are compulsorily tradeable
in electronic form. As on March 31, 2025, 99.997% of the
Company's total paid-up capital representing 6,68,91,031
equity shares are in dematerialized form.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

During the year under review, the Company was in
compliance with the provisions of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015
(SEBI Listing Regulations) and Act w.r.t composition of the
Board of Directors of the Company including requirements
of Independent Directors and Woman Director.

During the year under review, Mr. Sameer Singh
(DIN: 08138465), Independent Director of the Company has
been re-designated as Non-Executive Non-Independent
Director of the Company effective January 17, 2025 and
approval of shareholders was also taken through Postal
Ballot on February 25, 2025.

Further, Mr. Praveen Someshwar (DIN: 01802656), Chairman
and Non-Executive Director of the Company has resigned
effective February 28, 2025. Mr Lloyd Mathias (DIN: 02879668)
and Ms. Suchitra Rajendra (DIN: 07962214), Independent
Directors of the Company have also resigned effective April 15,
2025. The Directors placed on record their sincere appreciation
for the contributions made by them during their tenure.

Further, Mr. Sameer Singh, Non-Executive Director was
appointed as Chairman of the Board of Directors of the
Company effective April 16, 2025.

Further, on the recommendation of the Nomination &
Remuneration Committee, the Board of Directors after
considering the integrity, knowledge, experience, expertise,
and proficiency of Mr. Suryakant Gupta (DIN: 06606258),
Mr Ishant Juneja (DIN: 11033448) and Ms. Pratibha
Sabharwal (DIN: 10777848), appointed them as
Non-Executive (Additional) Independent Directors of the
Company effective April 15, 2025 and the approval of the
shareholders was also taken through Postal Ballot on May
28, 2025, for their appointment as Independent Directors for
a term of 5 years effective April 1 5, 2025.

Re-appointment of Directors retiring by rotation:

In accordance with the provisions of the Act, Mr. Samudra
Bhattacharya (DIN: 02797819), Director liable to retire by
rotation at the ensuing AGM, being eligible has offered
himself for re-appointment. The Board recommends the
re-appointment of Mr. Samudra Bhattacharya as Director, for
approval of the Members, at the ensuing AGM.

The disclosures required pursuant to Regulation 36 of the SEBI
Listing Regulations and the Secretarial Standards on General
Meeting ('SS-2') with respect to proposed re-appointment of
Director retiring by rotation is appended as an Annexure in the
Notice of ensuing AGM.

Independent Directors’ Declaration:

The Independent Directors of the Company have
confirmed the following:

a. they meet the criteria of independence as prescribed
under the provisions of the Act, read with the Rules
made thereunder and SEBI Listing Regulations.

b. they have registered themselves with the Independent
Directors Database maintained by Indian Institute of
Corporate Affairs and

c. they have complied with the Code for Independent
Directors prescribed under Schedule IV to the Act.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent
Directors of the Company and also they hold highest standards
of integrity and possess requisite expertise and experience
required to fulfil their duties as Independent Directors.

Code of Conduct:

The Company is guided by the Code of Conduct in taking
decisions, conducting business with a firm commitment

towards values, while meeting stakeholders' expectations.
This is aimed at enhancing the organization's brand and
reputation. It is imperative that the affairs of the Company
are managed in a fair and transparent manner. Further, all
the Directors have confirmed adherence to the Company's
Code of Conduct'.

Board Diversity:

Your Company recognizes that Board diversity is a pre¬
requisite to meet the challenges of globalization, ever
evolving technology and balanced care of all stakeholders and
therefore has appointed Directors from diverse backgrounds
including a Woman Director.

Key Managerial Personnel

As on March 31, 2025, the Key Managerial Personnel
(KMPs) of the Company in terms of Section 203 of the Act,
were Mr. Ramesh Menon, Chief Executive Officer, Mr. Amit
Madaan, Chief Financial Officer and Ms. Sonali Manchanda,
Company Secretary.

However, following changes took place in the positions of
KMPs of the Company after March 31, 2025:

- Mr. Ramesh Menon, Chief Executive Officer and Mr. Amit
Madaan, Chief Financial Officer of the Company has resigned
effective April 16, 2025.

Further, on the recommendation of the Nomination &
Remuneration Committee and approval of the Board of
Directors of the Company, following changes were made
effective April 17, 2025:

• Mr. Rohit Kalra appointed as Chief Executive Officer; and

• Mr. Priyatn Agrawal appointed as Chief Financial Officer

PERFORMANCE EVALUATION

In line with the requirements under the Act and the SEBI
Listing Regulations, the Board undertook a formal annual
evaluation of its own performance and that of its Committees,
Directors (including Independent Directors) and Chairman.

The Nomination & Remuneration Committee framed
questionnaires for evaluation of performance of the Board
as a whole, Board Committees, Directors (including
Independent Directors) and the Chairman.

The Directors were evaluated on various parameters such
as, value addition to discussions, level of preparedness,
willingness to appreciate the views of fellow Directors,
commitment to processes which include risk management,

compliance and control, commitment to all stakeholders
(shareholders, employees, vendors, customers etc.),
familiarization with relevant aspects of company's business/
activities amongst other matters. Similarly, the Board as
a whole was evaluated on parameters which included its
composition, strategic direction, focus on governance, risk
management and financial controls.

A summary report of the feedback of Directors on the
questionnaire(s) was considered by the Independent
Directors, Nomination & Remuneration Committee and
Board of Directors at their respective meetings. On the
basis of the outcome of the evaluation questionnaire and
discussion of the Board, the performance has been assessed
as satisfactory.

A separate meeting of Independent Directors was also held
without the presence of Non-Independent Directors and
Members of the management to:

• Review the performance of the Non-Independent
Directors and the Board as a whole.

• Review the performance of the Chairman of the
Company considering the views of the other Directors
of the Company.

• Assess the quality, quantity and timeliness of flow of
information between the company management and
the Board that is necessary for the Board to effectively
and reasonably perform their duties.

AUDIT & AUDITORS

Statutory Auditor

The term of M/s B S R and Associates, Chartered Accountants
(Firm Registration No. 128901W) Statutory Auditors expired
on the conclusion of the last Annual General Meeting held
on September 24, 2024, accordingly on the recommendation
of the Audit Committee and the Board of Directors,
M/s S.R.Batliboi & Associates LLP, Chartered Accountants
(Firm Registration No. 101049W/E300004) (SRB') were
appointed as Statutory Auditors of the Company, for a term
of 5 (five) consecutive years, at the Annual General Meeting
held on September 24, 2024.

The Auditors' Report of SRB on Annual Financial Statements
(Standalone and Consolidated) for the financial year ended
on March 31, 2025 does not contain any qualification,
reservation or adverse remark or disclaimer.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules
made thereunder, the Board of Directors had appointed
Ms. Malavika Bansal, Practicing Company Secretary
(C.P No. 9159) as Secretarial Auditor, to conduct the
Secretarial Audit for the financial year ended on March 31,
2025. The Secretarial Audit Report of the Company for FY-25
is annexed herewith as “Annexure - A” and does not contain
any qualification, reservation, adverse remark or disclaimer.

Further, Secretarial Audit of the material unlisted subsidiary
(upto February 7, 2025) viz. Next Radio Limited ('NRL") for
FY-25, as required under Regulation 24A of SEBI Listing
Regulations, has been conducted by Ms. Malavika Bansal,
Practicing Company Secretary (C.P No. 9159). The Secretarial
Audit Report of NRL is annexed herewith as “Annexure - B”
and it does not contain any qualification, reservation, adverse
remark or disclaimer.

In terms of the Regulation 24A of SEBI Listing Regulations,
Audit Committee and Board of Directors has recommended
appointment of Ms. Malavika Bansal, Practicing Company
Secretary, (C.P. No. 9159) as Secretarial Auditor, for a period
of 5 years w.e.f. FY 2026, for approval of the members, at
the ensuing AGM.

RELATED PARTY TRANSACTIONS

All contracts /arrangements /transactions entered into by the
Company with related parties during the year under review,
were in ordinary course of business of the Company and on
arms' length terms. The related party transactions were placed
before the Audit Committee for the purpose of review and/or
approval. During the year under review, the Company did not
enter into any contracts/ arrangements/ transactions with
related party, which could be considered material in accordance
with the Company's Policy on Materiality of and dealing with
Related Party Transactions' and accordingly, the disclosure of
related party transactions in Form AOC-2 is not applicable.

The aforesaid policy is available on the Company's website at
http://www.nextmediaworks.com/RPT-Policy-of-NMW.pdf.

Reference of the Members is invited to Note no. 22 & 22A of
the Annual Standalone Financial Statements, which set out
the related party disclosures as per Ind AS-24.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, to the
best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts for the
financial year ended on March 31, 2025, the applicable
Accounting Standards have been followed and there are
no material departures;

(ii) such accounting policies have been selected and
applied consistently and judgments and estimates have
been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as on March 31, 2025, and of the loss of the
Company for the year ended on March 31, 2025;

(iii) proper and sufficient care have been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

(iv) the annual accounts have been prepared on a
going concern basis;

(v) proper internal financial controls were in place and
that such internal financial controls were adequate and
operating effectively; and

(vi) systems have been devised to ensure compliance with
the provisions of all applicable laws and that such
systems were adequate and operating effectively.

DISCLOSURES UNDER THE ACT

Borrowing and Debt Servicing: During the year under
review, your Company has met all its obligations towards
repayment of principal and interest on loans availed.

Particulars of loans given, investments made, guarantees/
securities given: Details of investments made and loans/
guarantees/securities given, as applicable, are given in note
no. 26 to the Annual Standalone Financial Statements.

Board Meetings: Yearly calendar of Board meetings was
prepared and circulated in advance to the Directors. During
the financial year ended on March 31, 2025, the Board met
four (4) times on May 03, 2024, July 23, 2024, October 25,
2024 and January 17, 2025. For further details of these
meetings, Members may please refer Report on Corporate
Governance' which forms part of this Annual Report.

Committees of the Board: At present, four standing
Committees of the Board of Directors are in place viz.
Audit Committee, Nomination & Remuneration Committee,
Stakeholders' Relationship Committee and Banking
& Finance Committee. During the year under review,
recommendations of the aforesaid Committees, if any, were
accepted by the Board. For further details of the Committees
of the Board, Members may please refer Report on Corporate
Governance' which forms part of this Annual Report.

Remuneration Policy: The Remuneration Policy of the
Company on appointment and remuneration of Directors,
KMPs & Senior Management, as prescribed under Section
178(3) of the Act and SEBI Listing Regulations, is available
on the Company's website at https://www.nextmediaworks.
com/NMW-Revised-Remuneration-Poticv-Finat.pdf.

The Remuneration Policy includes, irter-aiia, the criteria
for appointment of Directors, KMPs, Senior Management
Personnel and other covered employees, their remuneration
structure and disciosure(s) in relation thereto. Further,
there was no change in the Remuneration Policy during the
year under review.

Vigil Mechanism: The Vigii Mechanism, as envisaged in the
Act & ruies made thereunder, and SEBI Listing Reguiations,
is addressed in the Company's "Whistle Biower Policy". In
terms of the Policy Directors/ employees/ stakeholders of
the Company may report concerns about unethicai behavior,
actual or suspected fraud or any violation of the Company's
Code of Conduct and any incident of leak or suspected leak of
Unpublished Price Sensitive Information (UPSI). The Policy
provides for adequate safeguards against victimization of the
Whistle Biower. The said policy is available on the Company's
website at http://www.nextmediaworks.com/3.NMW-Detaiis-of-
estabiishment-of-Vigii-Mechanism-Whistie-Biower-Poiicy.pdf

Particulars of employees and related disclosures: In

accordance with the provisions of Section 197(12) of the Act,
read with Ruie 5(2) & (3) of the Companies (Appointment
and Remuneration of Manageriai Personnei) Ruies, 2014,
detaiis of empioyee's remuneration forms part of this
Annuai Report. Having regard to the provisions of the
second proviso to Section 136(1) of the Act, the Annuai
Report exciuding the aforesaid information is being sent
to the Members of the Company. Any Member interested
in obtaining such information may address their emaii
to investor.communication@radioone.in

Disciosures under Section 197(12) of the Act read with Ruie
5(1) of the Companies (Appointment and Remuneration of
Manageriai Personnei) Ruies, 2014, is annexed herewith as
"Annexure - C".

Annual Return: In terms of Section 92(3) read with Section
134(3)(a) of the Act, the Annual Return (Form MGT-7) for
FY-25, is available on the website of the Company at https://
www.nextmediaworks.com/annual-returns/FY-25/Annual-
Return-FY-25.pdf

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO: Nil

INFORMATION ON MATERIAL CHANGES AND
COMMITMENTS

No material changes/commitments have occurred after the
end of financial year 2024-25 and till the date of this report,
which affect the financial position of your Company.

CORPORATE GOVERNANCE

The report on Corporate Governance in terms of SEBI Listing
Regulations, forms part of this Annual Report. The certificate
issued by Ms. Malavika Bansal, Practicing Company
Secretary, the Secretarial Auditor confirming the compliance
of conditions of corporate governance, is annexed herewith
as "Annexure - D".

SECRETARIAL STANDARDS

During the year under review, applicable provisions of
Secretarial Standards i.e., SS-1 and SS-2, relating to
Meetings of the Board of Directors' and General Meetings',
respectively have been followed by the Company. Further, the
Company has in place proper systems to ensure compliance
with the provisions of the applicable Secretarial Standards
issued by The Institute of Company Secretaries of India and
such systems are adequate and operating effectively.

PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment
at the workplace. The Company has adopted a policy on
prevention, prohibition and redressal of sexual harassment
at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules made thereunder.

Internal Complaints Committee ("IC") is in place for all works
and offices of the Company to redress complaints received
regarding sexual harassment. The Company's policy in this
regard, is available on the employee's intranet. The Company

conducts regular classroom training sessions for employees
and Members of IC and has also rolled-out an online module
for employees to increase awareness. No instance or
complaint was reported to IC during the year under review.

MATERNITY BENEFITS ACT, 1961

The Company is in compliance with the provisions of the
Maternity Benefits Act, 1961.

INTERNAL FINANCIAL CONTROL

Your Company has in place, adequate internal financial
controls with reference to the financial statements, which
helps in periodically reviewing the effectiveness of controls
laid down across all critical processes. The Company has also
in place Internal control system which is supplemented by an
extensive program of internal audits and their review by the
management. The in-house internal audit function, supported
by professional external audit firms, conduct comprehensive
risk focused audits and evaluates the effectiveness of the
internal control structure across locations and functions on
a regular basis. The Company also has an online compliance
management tool with a centralized repository to cater to its
statutory compliance requirements.

GENERAL

Your Director(s) state that during the year under review:

1. There were no Deposits accepted by the Company
under Chapter V of the Act.

2. The Company had not issued any shares (including
sweat equity shares) to Directors or employees of the
Company under any scheme.

3. There was no change in the share capital of the Company.

4. The Company had not issued any equity shares with
differential rights as to dividend, voting or otherwise.

5. The Company does not have any Employee
Stock Option Scheme.

6. The Company has not transferred any amount to the
General Reserve.

7. The provisions relating to Corporate Social
Responsibility (CSR), enshrined under Section 135 of
the Act, were not applicable on the Company.

8. No significant or material order was passed by any
Regulator, Court or Tribunal which impact the going
concern' status and Company's operations in future.

9. The Statutory Auditor and Secretarial Auditor have not
reported any instance of fraud to the Audit Committee
pursuant to Section 143(12) of the Act and rules
made thereunder.

10. There was no change in the nature of business
of the Company.

11. The Central Government has not specified the
maintenance of cost records under Section 148(1) of
the Companies Act, 2013, for the products/services
of the Company.

12. There were no proceedings initiated/ pending
against your Company under the Insolvency and
Bankruptcy Code, 2016.

13. There was no instance of onetime settlement with any
Bank or Financial Institution.

14. The Company has not made any private placement
of shares or fully or partially or optionally
convertible debentures.

ACKNOWLEDGEMENT

Your Director(s) place on record their sincere appreciation
for the co-operation and support extended by Ministry of
Information & Broadcasting and all listeners, advertisers,
stakeholders, including various government authorities,
shareholders, investors, banks, etc. Our resilience to meet
challenges was made possible by their hard work, solidarity,
co-operation and support.

Your Director(s) also place on record their deep appreciation
of the committed services of the executives and employees
of the Company.

For and on behalf of the Board
(Sameer Singh)

Place: New Delhi Chairman

Date: August 1, 2025 DIN:08138465